1
PAGE 1
Exhibit 10u
U S WEST, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT (Grant #)
THIS AGREEMENT is entered into as of [Grant Date], between U S WEST, Inc. (the
"Company") and [Optionee Name] (the "Optionee").
RECITAL
Pursuant to the U S WEST, Inc. 1994 Stock Plan (the "Plan"), the Human
Resources Committee of the Board of Directors (the "Committee") has granted to
the Optionee on [Grant Date], as a matter of separate inducement in connection
with his/her engagement with the Company or a Related Entity, and not in lieu
of salary or other compensation for his/her services, an option (the "Option")
to purchase shares of Common Stock issued by the Company on the terms and
conditions set forth herein.
AGREEMENT
In consideration of the foregoing and of the mutual covenants set
forth herein and other good and valuable consideration, the parties hereto
agree as follows:
1. Shares Optioned; Option Price. The Optionee may purchase all or
any part of an aggregate of [No. of Shares] shares of Common Stock, at a
purchase price per share of [Price] (which is not less than the Fair Market
Value on the date hereof), on the terms and conditions set forth herein. The
Option is granted pursuant to the Plan, the terms of which are incorporated by
reference and apply to this Agreement as if they were set forth herein. Terms
used in this Agreement and not otherwise defined shall have the meanings
ascribed to them in the Plan.
2. Option Term; Times of Exercise. The Option shall become a Vested
Option upon three years of continuous employment following the date of this
Agreement, but shall not be exercisable after [Date] (the "Expiration Date").
Except as set forth below, the Option shall not become a Vested Option if the
2
PAGE 2
three-year continuous employment requirement is not satisfied, regardless of
the circumstances under which the Optionee's employment is terminated.
(i) Death. In the event of the death of the Optionee, the
Option shall become a Vested Option and the estate of the Optionee shall have
the right, at any time and from time to time within one year after the date of
death or such longer period, if any, as the Committee in its sole discretion
shall determine (but not after the Expiration Date), to exercise all or any
portion of the Option.
(ii) Disability. If the Optionee's employment with the Company
or a Related Entity is terminated because of Disability, the Option shall
become a Vested Option and the Optionee shall have the right, at any time and
from time to time within one year of termination or such longer period, if any,
as the Committee in its sole discretion shall determine (but not after the
Expiration Date), to exercise all or any portion of the Option.
(iii) Retirement. Upon the Optionee's Retirement, the Option
shall terminate unless it is then a Vested Option or unless the Committee, in
its sole discretion, determines that the Option is a Vested Option, and the
Optionee shall have the right, at any time and from time to time within five
years of the date of Retirement (but not after the Expiration Date), to
exercise all or any portion of the Option that was a Vested Option immediately
prior to the time of retirement.
(iv) Other Termination. If the Optionee's employment with the
Company or a Related Entity is terminated for any reason other than for death
or Disability and other than "for cause," as such term is defined in the Plan,
the Optionee shall have the right, if the Option is a Vested Option, at any
time and from time to time within three months of termination or such longer
period, if any, as the Committee in its sole discretion shall determine (but
not after the Expiration Date), to exercise all or any portion of the Option.
(v) Change of Control. Upon the occurrence of a Change of
Control, as such term is defined in the Plan, the Option shall immediately
become a Vested Option.
3
PAGE 3
(vi) Termination for Cause. Notwithstanding any other
provision in this Agreement, if the Optionee's employment is terminated by the
Company or any Related Entity "for cause," as such term is defined in the Plan,
the Optionee shall immediately forfeit all rights under the Option except as to
the shares of Common Stock already purchased prior to such termination.
3. Exercise: Payment for and Delivery of Stock. The Option may be
exercised only by the Optionee or his or her transferee(s) by will or the laws
of descent and distribution. The Option may be exercised by giving written
notice of exercise to the Company specifying the number of shares (minimum of
100, unless the unexercised balance of the Option is less than 100) to be
purchased and the total purchase price, accompanied by a personal check to the
order of the Company or shares of Common Stock in payment of the purchase
price. Any shares of Common Stock so tendered shall be valued at their Fair
Market Value on the date of exercise.
4. Non-Transferability of Option. The Option is not transferable
otherwise than by will or the laws of descent and distribution. The Option
shall not be otherwise transferred or assigned, pledged, hypothecated or
otherwise disposed of in any way, whether by operation of law or otherwise, and
shall not be subject to execution, attachment or similar process, it being
understood that the Option shall not be assignable or transferable pursuant to
a domestic relations order. During the lifetime of the Optionee, the Option
shall be exercisable only by the Optionee, the Optionee's guardian or his legal
representative. Upon any attempt to transfer the Option otherwise than by will
or the laws of descent and distribution, or to assign, pledge, hypothecate or
otherwise dispose of the Option, or upon the levy of any execution, attachment
or similar process upon the Option, the Option shall immediately terminate and
become null and void.
5. Decisions of Committee. Any decision, interpretation or other
action made or taken in good faith by the Committee arising out of or in
connection with the Plan or the Option shall be final, binding and conclusive
on the Company and the Optionee and any respective heir, executor,
administrator, successor or assign.
4
PAGE 4
6. Arbitration. In consideration of the grant of the Option, the
Optionee agrees that any dispute that may arise directly or indirectly in
connection with the Plan, the Option, the Optionee's employment or the
termination of the Optionee's employment, whether arising in contract, statute,
tort, fraud, misrepresentation, or other legal theory, shall be determined
solely by arbitration in Denver, Colorado under the rules of the American
Arbitration Association. The only legal claims between the Optionee, on the
one hand, and the Company or any Related Entity, on the other, that are not
included in this agreement to arbitration are claims by the Optionee for
workers' compensation or unemployment compensation benefits, and claims for
benefits under a Company or Related Entity benefit plan if the plan does not
provide for arbitration of such disputes. Any claim with respect to the Plan,
the Option, the Optionee's employment or the termination of the Optionee's
employment must be established by a preponderance of the evidence submitted to
the impartial arbitrator. A single arbitrator engaged in the practice of law
shall conduct the arbitration under the then current procedures of the American
Arbitration Association (the "AAA") and under the AAA's then current Model
Employment Arbitration Rules. The arbitrator shall have the authority to order
a pre-hearing exchange of information by the parties including, without
limitation, production of requested documents, and examination by deposition of
parties and their authorized agents. Each party shall bear its own costs and
attorneys' fees, and the parties shall share equally the fees and expenses of
the arbitrator, provided, however, that notwithstanding the foregoing, the
arbitrator shall have the authority to award the prevailing party damages
incurred as a result of any breach, costs, reasonable attorneys' fees incurred
in connection with the arbitration, and direct that the non-prevailing party
pay the expenses of arbitration. The decision of the arbitrator (i) shall be
final and binding, (ii) shall be rendered within ninety (90) days after the
impanelment of the arbitrator, and (iii) shall be kept confidential by the
parties to such arbitration. The arbitration award may be enforced in any
court of competent jurisdiction. The Federal Arbitration Act, 9 U.S.C. 1-15,
not state law, shall govern the arbitrability of all claims.
If any party hereto files a judicial or administrative action asserting
claims subject to this arbitration provision, and another party successfully
stays such action and/or compels arbitration of such claims, the party filing
said action shall
5
PAGE 5
pay the other party's costs and expenses incurred in seeking such stay and/or
compelling arbitration, including reasonable attorneys' fees.
7. Performance for Competitors. Unless otherwise determined by the
Committee, in its sole discretion, or unless in compliance with the Company's
Outside Director Policy, as interpreted solely by the Company's Compliance
Committee, if at any time following the date hereof and before the Option is
fully exercised the Optionee directly or indirectly receives payment for
services from, or is otherwise employed by, any person, firm or corporation in
competition with the Company or engaged in providing any services whatever that
are substantially the same as services provided by the Company, the Optionee
shall immediately forfeit all rights under the Option except as to the shares
of Common Stock already purchased.
8. Miscellaneous.
(i) Notices. Any notice to be given to the Company shall be
personally delivered to or addressed to its Vice President, Human Resources,
and any notice to be given to the Optionee shall be addressed to him/her at the
address given beneath his/her signature below or such other address as the
Company reasonably believes to be his/her most current address. Any notice to
the Company is deemed given when received on behalf of the Company by the Vice
President, Human Resources, of the Company at 188 Inverness Drive West, Suite
800, Englewood, Colorado 80112. Any notice to the Optionee is deemed given
when personally delivered or enclosed in a properly sealed envelope addressed
as aforesaid and deposited, postage prepaid, in a post office or branch post
office regularly maintained by the United States Government.
(ii) Employment. The Company may terminate an employee's
employment at any time, with or without cause, unless the employment is covered
by separate conditions contained in a collective bargaining agreement or other
authorized written agreement, and nothing contained in this Agreement creates
or implies an employment contract or term of employment or any promise of
specific treatment upon which the Optionee may rely.
6
PAGE 6
(iii) Governing Law. This Agreement shall be construed and
enforced in accordance with the laws of the State of Colorado.
(iv) Amendments. The Company may at any time propose to amend
this Agreement, but any such alteration or amendment shall be effective only if
in writing, signed by a duly authorized officer of the Company and by the
Optionee.
IN WITNESS WHEREOF, the undersigned have hereunto executed this
Agreement as of the date first above written.
U S WEST, Inc. OPTIONEE
By:--------------------------- ------------------------------
[Name]
------------------------------
Address
------------------------------
City, State, Zip
Social Security Number: